Common use of Adjustment of Certain Payments and Benefits Clause in Contracts

Adjustment of Certain Payments and Benefits. Notwithstanding any other provision of this Agreement, in the event that the aggregate payments or benefits to be made or afforded to the Officer under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof, (the "Covered Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code, then the Covered Benefits shall be reduced to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer's "base amount," as determined in accordance with Section 280G of the Code. The allocation of the reduction required hereby among the Covered Benefits shall be determined by the Officer. The Bank's independent public accountants will determine the value of any reduction in the payments and benefits; Bancorp or the Bank will pay for the accountants' opinion.

Adjustment of Certain Payments and Benefits. Notwithstanding any other provision of this Agreement, in the event that the aggregate payments or benefits to be made or afforded to the Officer under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof, (the "Covered Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code, then the Covered Benefits shall be reduced to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer's "base amount," as determined in accordance with Section 280G of the Code. The allocation of the any reduction required hereby among the Covered Benefits shall be determined by the Officer. The Bank's independent public accountants will determine the value of any reduction in the payments and benefits; Bancorp or . All fees and expenses of the Bank will pay for accounting firm shall be paid solely by the accountants' opinionCompany.

Adjustment of Certain Payments and Benefits. Notwithstanding any other provision of this Agreement, in the event that the aggregate payments or benefits to be made or afforded to the Officer under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof, (the "“Covered Benefits"”) would be deemed to include an "“excess parachute payment" ” under Section 280G of the Code, then the Covered Benefits shall be reduced to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer's "’s “base amount," ” as determined in accordance with Section 280G of the Code. The allocation of the reduction required hereby among the Covered Benefits shall be determined by the Officer. Officer The Bank's ’s independent public accountants will determine the value of any reduction in the payments and benefits; Bancorp the Bank or the Bank Bancorp will pay for the accountants' ’ opinion.

Adjustment of Certain Payments and Benefits. Notwithstanding any other provision of this Agreement, in the event that the aggregate payments or benefits to be made or afforded to the Officer under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof, (the "“Covered Benefits"”) would be deemed to include an "“excess parachute payment" ” under Section 280G of the Code, then the Covered Benefits shall be reduced to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer's "’s “base amount," ” as determined in accordance with Section 280G of the Code. The allocation of the reduction required hereby among the Covered Benefits shall be determined by the Officer. Officer The Bank's ’s independent public accountants will determine the value of any reduction in the payments and benefits; Bancorp or the Bank will pay for the accountants' ’ opinion.